Chapter 1783: LIMITED PARTNERSHIP ASSOCIATIONS

When any number of persons, not less than three nor more than
twenty-five, desire to form a limited partnership association for the purpose
of conducting any business or occupation within the United States or elsewhere,
except for dealing in real estate or for banking, whose principal office or
place of business will be established and maintained in this state, by
subscribing and contributing capital to such association, which capital shall
alone be liable for its debts, such persons may sign and acknowledge a
statement, in writing, before some officer competent to take the acknowledgment
of deeds, in which must be set forth the full names of such persons; the amount
of capital subscribed for by each; the total amount of capital, one third of
which shall be paid within thirty days of the filing of their statement with
the county recorder as provided in this section and two thirds of which shall
be paid within twelve months thereafter; the character of the business to be
conducted, and its location; the name of the association, with "limited" as
part of it; the contemplated duration of the association, which in no case
shall exceed twenty years; and the names of the officers of the association,
selected in conformity with sections 1783.01 to
1783.12, inclusive, of the Revised
Code. Any amendment of such statement shall be made only in like manner. Such
statement and amendments must be recorded in the office of the county recorder
of the proper county.

Such association shall not loan its credit, its name, or its
capital to any person or corporation.

"Limited" shall be the last word of the name of every limited
partnership association formed under sections
1783.01 to
1783.12, inclusive, of the Revised
Code. Every such association must paint or affix, and keep painted or affixed,
its name on the outside of every office or place in which its business is
carried on, in a conspicuous position and in letters easily legible, and must
have its full name mentioned in legible characters in all notices,
advertisements, and other of its official publications, and in all bills of
exchange, promissory notes, checks, orders for money, bills of lading,
invoices, receipts, letters, and other writings used in the transaction of its
business.

The omission of "limited," in the use of the name of the
association, shall render every person participating in such omission, or
knowingly acquiescing therein, liable for any indebtedness or liabilities
arising therefrom.

There shall be at least one meeting of the members of a limited
partnership association in each year at which not less than three nor more than
five managers must be elected, one of whom shall be the chairman, one the
treasurer, and one the secretary, except that one may be both treasurer and
secretary. Such managers shall hold their respective offices for one year, and
until their successors are duly installed.

No debt shall be contracted, or liability incurred, for the
association, except by one or more of such managers, and no liability for an
amount exceeding five hundred dollars, except against the person incurring it,
shall bind the association unless reduced to writing and signed by at least two
such managers.

Persons forming a limited partnership association may make
contribution to the capital thereof in real or personal estate, mines, or other
property, at a valuation to be approved by all the members subscribing to its
capital, but in any case one half of the capital must be paid in cash. In the
statement required by section
1783.01 of the Revised Code to be
recorded, it must be certified whether subscriptions to the capital indicated
in such statement are in cash or in property; and when property has been
contributed as a part of the capital, a schedule containing the names of
parties so contributing, with a description and valuation of the property
contributed, shall be inserted in such statement.

All such contributions to the capital of such association in
property, at a valuation agreed upon by all the members subscribing to such
capital, shall be as complete and effectual as if made in cash, if a
certificate thereof is recorded as required by this section.

Interest in a limited partnership association is personal
estate, and may be transferred under rules prescribed by the association. Such
transfer shall take effect when the instrument transferring the interest is
delivered for record, including the names of the parties thereto and the amount
of the interest so transferred, in the office of the county recorder, who shall
enter it. For such entry he shall receive the same fees as in other cases.

No transferee of an interest, or the representatives of a
decedent, or an insolvent, shall be entitled thereafter to any participation in
the subsequent business of the association, unless he is elected thereto by a
vote of a majority of the members in number and value of their interest. Any
change of ownership, whether by sale, death, bankruptcy, or otherwise, which is
not followed by election of the new owner to the association shall entitle the
owner only to his interest therein, at a price and upon terms to be mutually
agreed upon. In default of such agreement, the price and terms shall be fixed
by an appraiser appointed by the court of common pleas of the proper county,
subject to the approval of such court.

All real estate owned or purchased by a limited partnership
association shall be held and owned, and conveyance thereof made, in the
association name. When such an association executes a deed of conveyance, bonds
with or without coupons, or mortgages to secure purchase or borrowed moneys, it
may acknowledge such instruments by its chairman and its secretary. The
association shall sue and be sued in the association name. When suit is brought
against it, service shall be made upon its chairman, secretary, or treasurer,
and such service shall be deemed as complete and effective as if made upon each
member of the association.

A limited partnership association shall keep a register of
debts and liabilities, in which must be entered the nature and amount of all
debts and liabilities contracted by it, with the date thereof, together with
any payments or credits thereon. Such entry shall be made not more than ten
days after such debt or liability was contracted. Such register shall be open
to the inspection of all persons interested in any manner in the business or
financial standing of the association, during all its business hours.

In case such association fails to enter on such register any
debt or liability within ten days after it has been contracted, or makes or
suffers to be made any false entry thereon, the members thereof shall be
individually responsible, for the debts and liabilities contracted during such
failure, to those thereby damaged.

The members of a limited partnership association shall not be
liable under any judgment, decree, or order obtained against the association,
or for any debt or engagement of the association, further or otherwise than is
provided in sections
1783.01 to
1783.06, inclusive, and 1783.09 to
1783.12, inclusive, of the Revised Code.

If an execution or other process in the nature of execution has
been issued against the property of a limited partnership association, and if
there cannot be found sufficient property on which to levy or enforce such
process, then such execution or process may be issued against any of the
members, to the extent of the portions of their respective subscriptions in the
capital of the association that are not then paid up; but no such execution
shall issue against any member except upon an order of the court, or of a judge
of the court, in which the action, suit, or other proceeding was brought. Such
court or judge may compel the production of the books of the association,
showing the names of the members thereof and the amount of capital remaining to
be paid upon their respective subscriptions, and from such books, or from other
sources of information, may ascertain the truth in regard thereto and order
execution to issue accordingly. The association shall keep a subscription-list
book for this purpose, and such book shall be open to inspection by the
creditors and members of the association at all reasonable times.

A limited partnership association from time to time may divide
the profits of its business as a majority of its managers determine. Such
division of profits shall not, at the time it is made diminish or impair the
capital of the association. Anyone consenting to a dividend which diminishes or
impairs the capital shall be liable to any person injured thereby, to the
amount of such diminution or impairment.

(B)
When by a vote of a majority of its members, in
value of interest and in number, a dissolution is determined upon.

Notice of such dissolution shall be given by publication in two
newspapers, published in the proper city or county, at least six consecutive
times. Immediately upon the commencement of such advertising, the association
shall cease to carry on its business, except so far as may be required for its
beneficial winding up.

When a limited partnership association is dissolved by the
voluntary action of its members, its property shall be applied as follows:

(A)
First, to the payment of all its
debts for work and labor; and to secure such debts, in case its property is
insufficient, the separate estate of each partner shall be liable without
limitation or exemption, except as provided by law;

(B)
Second, to the satisfaction of its other
liabilities and indebtedness;

(C)
Third, to distributions among the members, in proportion to their respective
interests, by three liquidating trustees who shall be elected by the members of
the association and who may wind up the concern and distribute the net assets
thereof among the members under the direction of the court of common pleas of
the proper county.